AFS3E10 Ghost Town
Plot In space, Vilgax flies to a space prison situated near a sun. He is shot by security, but slices its ship in half. He breaks in, defeats the guards, and makes his way to the prisoner: Zs'Skayr, stuck in a beam of sunlight. Vilgax offers to free him if he gives him the secrets of the Omnitrix and how to defeat Ben. The team is playing miniature golf and Kevin and Ben are bored. Ben only wanted to come because of reports of a rogue alien. They find it hiding in a hole. It has acid breath. It pops out all over the course, evading Kevin's hits. Ben turns into Humungousaur and attacks the alien, but it dodges his attacks as well. It bites his tail, hurting Humungousaur. Gwen hits it with a golf ball, knocking it out. Humungousaur turns into Ben. Ben pulls the alien out, revealing a huge body covered in tiny heads. Just then, something crashes in the parking lot. They run to investigate and find a battered Vilgax. He asks Ben for help. At Burger Shack, Gwen doesn't trust Vilgax, but Ben says that teasing Vilgax and getting begged for help is fun. Vilgax says that Zs'Skayr escaped from his prison and took over his home planet, Vilgaxia, turning all of the residents into Ectonurite slaves. Vilgax was eventually overwhelmed and fled, seeking help. Vilgax says that Ben has to help him because Zs'Skayr is his fault. The team still distrusts Vilgax, but decides to help anyway. They fly to Vilgaxia in Ship. On the planet, everything is covered in a green film. Ship, afraid, runs away. Gwen sees a swarm of Ectonurites. The team and Vilgax hide. Vilgax hears a child crying and runs to save her, giving away their location. Kevin thinks that Vilgax has betrayed them. Ben turns into Swampfire, digs a tunnel, and goes to where Vilgax is actually saving a little girl from Ectonurites. Swampfire and the team help fight the Ectonurites. One tries to possess Kevin, but cannot because of his mutant state. The Ectonurites flee. Vilgax says that Zs'Skayr is in his palace and Ben comes up with a plan to defeat him. They enter Vilgax's palace through a trash chute. The team starts to get suspicious of Zs'Skayr's motives. The team sends Vilgax as a distraction. He attacks Zs'Skayr and they fight. Zs'Skayr tries to possess Vilgax, but Ben leaps in front and Zs'Skayr enters the Omnitrix. Ben turns into Ghostfreak. Gwen and Kevin are not impressed with Ben's plan, but Ghostfreak assures them that he is in control just before Zs'Skayr takes over. Zs'Skayr attacks Gwen and Kevin and Gwen realizes that the Omnitrix is gone. Vilgax decides that if he can defeat Zs'Skayr, he can destroy his two greatest enemies at once. Gwen and Kevin attack Vilgax, trying to stop him from destroying Ben. Zs'Skayr drops a part of the ceiling on Kevin and blasts him away. Gwen tries to reach Ben, but Vilgax stops her. She steps between him and Zs'Skayr, but he defeats her. She destroys a window, burning Zs'Skayr, before passing out. Vilgax and Zs'Skayr battle. Zs'Skayr defeats Vilgax and calls Ectonurites to attack him. Vilgax battles the Ectonurites, but is overpowered. Zs'Skayr tries to possess him, but Vilgax breaks free and exposes the Ectonurites to sunlight. Ghostfreak manages to take over while Zs'Skayr is weakened and turns back into Ben, trapping Zs'Skayr in the Omnitrix. Gwen and Kevin scold Ben for being stupid. Later, the Chimera Sui Generis celebrate Vilgax's victory. Gwen and Kevin find Ship and Vilgax allows them to leave alive. They fly away as Vilgax watches. He vows to destroy Ben with the secrets of the Omnitrix. Impact *Ben transforms into Ghostfreak for the first (and only) time in Alien Force *Zs'Skayr is introduced in Alien Force Ghostfreak AF.PNG|Ghostfreak|link=Ghostfreak Characters Characters *Prison Guards *Ben Tennyson *Gwen Tennyson *Kevin Levin *Ship *Chimera Sui Generis Girl *Chimera Sui Generis Villains *Zs'Skayr *Vilgax *Alien *Ectonurites Aliens *Humungousaur *Swampfire *Ghostfreak Category:Episodes Category:Alien Force Episodes Category:Alien Returns Category:Second Vilgax Arc